**SECTION 4.** 


**REPRESENTATIONS AND WARRANTIES**  


  



4.1


**Representations and Warranties of Lessee**.  Lessee represents and warrants as of the date hereof and during the entire Term hereof as follows:


  



4.1.1


Lessee is a validly organized limited partnership under the laws of the State of Delaware, and the person executing on behalf of Lessee has full power and authority to execute this Agreement on behalf of Lessee and by such execution shall bind Lessee under this Agreement.


  



4.1.2


No action, suit, or proceeding is currently pending or threatened against Lessee that shall in any material way affect Lessee’s financial status as of the date thereof, or impair the execution, delivery, or performance by Lessee of this Agreement.


  



4.1.3


The execution and delivery of this Agreement by Lessee and the performance of its obligations hereunder have been duly authorized by all necessary corporate or limited liability company action, and do not conflict with any provision of Lessee’s articles of organization, bylaws, operating agreement, any governmental regulations, or any other agreements that Lessee may now have with other parties.


  



  

  



3